0000950117-06-004694 Sample Contracts

WAIVER NO. 4 AND AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 14th, 2006 • Zanett Inc • Services-business services, nec • Ohio

THIS WAIVER NO. 4 AND AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is made as of August 31, 2006 (this “Waiver and Amendment”) by and among Fifth Third Bank, an Ohio banking corporation (together with its successors and assigns, the “Lender”), and Zanett, Inc., a Delaware corporation (“Parent”), and each of Parent’s direct and indirect Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), with respect to the First Amended and Restated Loan and Security Agreement entered into as of December 30, 2005 by the Lender and the Borrowers, as amended, supplemented, restated, or otherwise modified from time to time (the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

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AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 14th, 2006 • Zanett Inc • Services-business services, nec • Ohio

THIS AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is made as of October 31, 2006 (this “Amendment”) by and among Fifth Third Bank, an Ohio banking corporation (together with its successors and assigns, the “Lender”), and Zanett, Inc., a Delaware corporation (“Parent”), and each of Parent’s direct and indirect Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), with respect to the First Amended and Restated Loan and Security Agreement entered into as of December 30, 2005 by the Lender and the Borrowers, as amended, supplemented, restated, or otherwise modified from time to time (the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

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